Thomas P. O'Neil - Jun 6, 2023 Form 4 Insider Report for Satsuma Pharmaceuticals, Inc. (STSA)

Role
Chief Financial Officer
Signature
/s/ Thomas P. O'Neil
Stock symbol
STSA
Transactions as of
Jun 6, 2023
Transactions value $
-$12,628
Form type
4
Date filed
6/8/2023, 04:48 PM
Previous filing
Jun 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction STSA Common Stock, $0.0001 par value Disposition pursuant to a tender of shares in a change of control transaction -$12.6K -13.9K -100% $0.91 0 Jun 6, 2023 Direct F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction STSA Stock Option (right to buy) Disposed to Issuer $0 -60K -100% $0.00* 0 Jun 8, 2023 Common Stock 60K $29.00 Direct F2, F3
transaction STSA Stock Option (right to buy) Disposed to Issuer $0 -80K -100% $0.00* 0 Jun 8, 2023 Common Stock 80K $4.60 Direct F2, F3
transaction STSA Stock Option (right to buy) Disposed to Issuer $0 -190K -100% $0.00* 0 Jun 8, 2023 Common Stock 190K $3.46 Direct F2, F3
transaction STSA Stock Option (right to buy) Disposed to Issuer $0 -72.3K -100% $0.00* 0 Jun 8, 2023 Common Stock 72.3K $4.56 Direct F2, F3
transaction STSA Stock Option (right to buy) Disposed to Issuer $0 -76.6K -100% $0.00* 0 Jun 8, 2023 Common Stock 76.6K $1.04 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Thomas P. O'Neil is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of to SNBL23 Merger Sub, Inc. ("Merger Sub"), which, pursuant to the Agreement and Plan of Merger, dated April 16, 2023, by and between the Issuer, Shin Nippon Biomedical Laboratories, Ltd., a Japanese corporation ("Parent"), and Merger Sub (the "Merger Agreement"), commenced a tender offer to acquire any and all of the outstanding shares of the Issuer's common stock at a purchase price of $0.91 per share and one non-transferable contractual contingent value right (the "Offer Price").
F2 Pursuant to the Merger Agreement, each vested option to purchase shares of common stock, par value $0.0001 per share (the "Shares") of the Issuer with an exercise price that is less than the $0.91 that is outstanding immediately prior to the date and time at which the Merger became effective (the "Effective Time") will terminate and be cancelled immediately prior to the Effective Time and converted into the right to receive (a) one non-transferable contractual contingent value right and (b) a lump sum cash payment equal in amount to (i) the number of vested Shares underlying such vested option as of immediately prior to the Effective Time, multiplied by (ii) the excess, if any, of $0.91 over the exercise price per Share underlying such vested option, less any required withholding taxes.
F3 Pursuant to the Merger Agreement, each option that was not a vested option to purchase Shares of the Issuer with an exercise price that is less than $0.91 and was outstanding immediately prior to the Effective Time was terminated and canceled immediately prior to the Effective Time for no consideration.